Judge Hears Final Arguments in Suit Over Musk’s Tesla Pay

Judge Hears Final Arguments in Suit Over Musk’s Tesla Pay

The lawsuit took on added significance after Mr. Musk’s acquisition of Twitter last year. He faced widespread criticism for spending time trying to overhaul Twitter while Tesla’s shares slumped and its growth slowed amid rising competition. Mr. Musk sold billions of dollars worth of Tesla shares to raise cash to help pay for Twitter. One justification for Mr. Musk’s pay at Tesla was that it was a way of keeping him focused on building cars.

The case also raised questions about Tesla’s corporate governance and whether the board, which includes Mr. Musk’s brother, Kimbal Musk, and several of the chief executive’s close friends, exercises any control over Mr. Musk. The lawsuit contended that Mr. Musk played a large role in shaping his compensation and that the board, which is supposed to provide independent oversight, was stacked with people who owed their wealth to him.

Robyn Denholm, for example, made less than $1 million as an executive at an Australian telecommunications company before Mr. Musk “handpicked” her to become chair of the Tesla board, Gregory Varallo, a lawyer for the shareholders, told Chancellor Kathaleen McCormick, the judge in the case, on Tuesday.

Within a few years of joining the board, Ms. Denholm became “screamingly and dynastically rich,” earning more than $250 million from Tesla stock options, Mr. Varallo said, citing testimony.

Chancellor McCormick oversaw a five-day trial in November that included testimony by Mr. Musk. The hearing on Tuesday, which lasted nearly three and a half hours, was one of the last opportunities for the two sides to offer their interpretations of the testimony.

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